SEPARATION AGREEMENT AND GENERAL RELEASE
SEPARATION AGREEMENT AND GENERAL RELEASE
PLEASE READ THIS AGREEMENT CAREFULLY. IT INCLUDES A RELEASE OF CLAIMS.
Xxxxxxx X. Xxxxxx (referred to herein as “I”, “me”, “my”, or “myself”) and P. H. Glatfelter
Company, (hereinafter “Glatfelter” or “Company”), hereby enter into this Separation Agreement and
General Release (hereinafter “Agreement”) which was presented to me by Glatfelter for my
consideration on June 5, 2008 concerning my termination from Glatfelter effective September 30,
2008 (“Termination Date”). I agree to the terms of this Agreement on behalf of myself, my spouse,
and my heirs, estate, executors, administrators, successors, and assigns. Glatfelter enters into
this Agreement on behalf of P. H. Glatfelter Company, d/b/a Glatfelter, and its directors,
officers, agents, employees, consultants and insurers, and its respective past, present, and future
parents, affiliated companies, subsidiaries, successors, and assigns. Glatfelter and I have agreed
to the following terms to resolve, settle and terminate any dispute or claim I may have about my
employment with Glatfelter, including but not limited claims related to the termination of my
employment with the Company. I further understand that my decision to accept or decline the terms
and conditions set forth in this Agreement does not affect my Termination Date.
1. Transition Period: If I enter into this Agreement, I understand that my
employment continues through September 30, 2008 at my current base pay, bonus, and associated
benefits programs. I understand that I am to execute my responsibilities as previously discussed
and documented to create an effective transition work plan. The Company acknowledges that I may
conduct an active job search during this period provided this does not inhibit the execution of my
work responsibilities. It is recognized, however, that I may devote a significant portion of time
during my work days to search for a new position, including taking time off for research purposes,
consultations with outplacement professionals and interviews. The Company agrees to continue to
provide me the necessary tools including laptop, blackberry, and voice mail to execute my
responsibilities.
2. Severance Pay. In addition to the monies associated with the Transition Period
described in paragraph 1, if I enter into this Agreement, the Company will pay me my current base
salary less required withholdings and applicable payroll taxes in the form of severance from the
period of October 1, 2008 through December 31, 2008 (referred to herein as the “Severance
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Period”) without regard to whether I obtain another position. The severance pay will be paid
in a lump sum within 30 days of the execution of this Agreement. However, no such payments will be
made until the 7-day revocation period as provided in paragraph 21 (e) below has expired. I will
receive these severance payments via check or direct deposit, in accordance with the most recent
usual practices regarding my salary payments to date. Further, with respect to the Company’s
Management Incentive Plan (MIP) for the year 2008, the Company will pay me an additional amount of
$83,784.75 in complete satisfaction of any possible distribution associated with a management
incentive plan bonus for the year 2008. I shall have no further claim for a management incentive
plan bonus for the year 2008. This payment is to be made in a lump sum in January of 2009.
3. In addition, subject to the terms provided in this Agreement, the Company will make the
following payments and offer me the following benefits following the date of my departure from
employment
a. COBRA Benefits:
| (i) | Regardless of whether I enter into this Agreement, I understand that, my health insurance coverage provided through the Company’s sponsored health plan, will terminate for me and my currently covered dependants on June 30, 2009. In addition, I acknowledge that in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA) I have the right, at my cost and expense, to temporarily continue health, vision and dental insurance benefits for up to 18 months following the Termination Date (“COBRA Continuation Coverage Period”). | ||
| (ii) | If I enter into this Agreement, and elect to continue health or dental benefits under COBRA, through June 30, 2009, the Company will continue to extend health, vision and dental benefits to me and my eligible dependents at the current employee contribution rates for such coverages as are in effect for active salaried employees of Company (the “Employee Portion”) and the Severance Period will be counted against the COBRA Continuation Coverage Period. I understand and agree that the Company |
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| will, on a monthly basis during the Severance Period, xxxx the Employee Portion to me at my current mailing address: 000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxx 00000. I agree to provide the Company in writing with any applicable change in mailing address and acknowledge that failure to do so constitutes my agreement that the mailing address listed herein is valid for any matters pertaining to this Agreement. I understand that if, by June 30, 2009, or upon my becoming eligible for healthcare benefits with a new employer, I elect to continue health or dental benefits for the remainder of the COBRA Continuation Coverage Period, I will be responsible for the full cost of such health or dental coverage at the premiums and rates charged by the Company’s coverage providers during the remainder of the COBRA Continuation Coverage Period. |
b. Outplacement Services: If I enter into this Agreement, the Company will
arrange for Outplacement Services to be provided to me by Right Associates. The Company
agrees to reimburse me for any out of pocket expenses, including reasonable travel and
meals, associated with meetings with Right Associates and/or meetings with individuals or
groups related to my search for a new position until June 30, 2009. I understand that I
should contact Xxxxxxx X. Xxxxxxxxx if I have any questions regarding my outplacement
program eligibility.
c. Unused Vacation: The Company will pay me my accrued but unused vacation
entitlement, pro-rated from the beginning of the year until the Termination Date through the
normal payroll process, regardless of whether I enter into this Agreement.
d. 401(k) Benefits: I understand that employee 401 (k) contributions and any
matching employer 401 (k) contributions cease as of the Termination Date, regardless of
whether I enter into this Agreement.
e. Equity: Regardless of whether I enter into this Agreement, the Company will
convey common stock shares to me for my vested Restricted Stock Units according to the terms
in my RSU certificate. Additionally, I am eligible to exercise any vested stock options
previously granted according to the terms of my certificate.
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f. Pension: I understand I am vested in the Glatfelter pension plan and an exhibit
of the pension estimate has been provided to me. Additionally, the Company agrees to pay
$40,000 in satisfaction of my SMPP. This amount is to be paid within 10 days of the
execution of this Agreement.
g. Other Benefits: If I enter into this Agreement, the Employee Assistance Program
will be extended beyond the Termination Date, and will include a maximum of three sessions
during the Severance Period.
h. In addition, the Company will pay the cost of financial planning/tax review/legal
services incurred in the negotiation and review of this Severance Offer in an amount up to
$5,000.
j. The Company agrees to reimburse me for my annual executive physical examination,
inoculations and related laboratory tests.
4. The payments made and benefits provided by the Company under this Agreement are in full
satisfaction of all bonus pay, profit-sharing, stock options, relocation expenses, termination
benefits, statutory entitlements or other compensation which I may be entitled by virtue of my
employment with, or separation from, the Company. I understand that the payments and benefits
outlined in paragraph 1, 2 and 3 above are in addition to any other payment or benefit to which I
otherwise may be entitled under any of Glatfelter’s benefit plans and are valuable benefits to
which I would not otherwise be entitled if I do not enter into this Agreement. I understand that
any payments made under this Agreement are not in lieu of any applicable unemployment compensation
benefits I may otherwise be entitled to receive.
5. Defense and Indemnity: The Company agrees to defend and indemnify and hold harmless me
from all liability and costs incurred (including reasonable attorney’s fees and disbursements) as a
consequence of claims by third parties, whether or not derivatively on behalf of the Company
resulting from or growing out of my status as or as a result of my having been an officer or
director of (or counsel to) the Company or any affiliate thereof, to the full extent permitted by
law. In no event shall the terms, provisions and conditions of the defense and indemnity provided
for thereunder be less than the same as those presently provided for under
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the Articles of Incorporation and By-Laws of the Company. Said terms, provisions and conditions of
defense and indemnity shall remain an independent, contractual obligation of the Company to me
from and after the date hereof regardless of how the Company might hereafter amend or change its
Articles of Incorporation or By-Laws to provide for different terms, conditions and provisions of
defense and indemnity for other officers and directors of the Company. In the event the Company
should amend its articles of Incorporation or Bylaws to provide for different terms, conditions and
provisions of defense and indemnity after the effective date hereof, I shall be notified in writing
of the change. I shall thereafter have thirty (30) days to elect in writing to accept the changed
conditions of defense and indemnity as a modification to the Company’s contractual obligation
hereunder or to continue under the terms of defense and indemnity as provided for herein.
6. With the limited exception outlined in paragraph 12 below, in consideration for the
payments to be made and benefits to be offered by Glatfelter to me under this Agreement, on behalf
of myself and my heirs, estate, executors, administrators, successors, and assigns, I hereby
release and agree to hold harmless Glatfelter and its directors, officers, agents, employees,
insurers, affiliated companies, subsidiaries, successors and assigns from all actions, causes of
action, claims, disputes, judgments, obligations, damages, and liabilities, in law or equity
(herein, collectively “Claims”), relating to my employment with Glatfelter or lack of employment
with Glatfelter, including but not limited to my employment termination and any Glatfelter actions
that led to that termination.
In particular, I understand and agree that this Agreement includes, without limitation, my
release of all Claims arising under any federal, state, or local law, including any and all laws
and regulations prohibiting employment discrimination on the basis of race, color, religion, age,
sex, national origin, ancestry, disability, medical condition, veteran status, marital status, and
sexual orientation or other status or characteristic protected by law or ordinance, including, but
not limited to, claims under Title VII of the Civil Rights Act of 1964, as amended; Section 1981 of
the Civil Rights Act of 1866; the Americans with Disabilities Act (“ADA”); the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”); the Fair Labor Standards Act, as amended,
including the Equal Pay Act; the Worker Adjustment and Retraining Notification Act (“WARN”); the
Age Discrimination in Employment Act of 1967, as amended, (the
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“ADEA”); the Family and Medical Leave Act of 1993 (the “FMLA”); the Act pertaining to the
Employment and Reemployment Rights of Members of the Uniformed Services, (“USERRA”); the
Immigration Reform and Control Act; the Occupational Safety and Health Act; and other state and
local human or civil rights laws as well as all other statutes; and all regulations pertaining to
the above statutes, as any of the foregoing may have been amended; as well as any and all other
tort, contract, or statutory claims related to my employment, including but not limited to the
termination of that employment unless otherwise addressed herein.
7. In consideration of the payments and benefits provided by this Agreement, I agree that I
will not knowingly seek reemployment with, and that I will not be eligible for reemployment with,
the current Company, or any current affiliated owned or operated entity. I further understand that
it is the Company’s policy to provide only confirmation of my dates of employment and job titles
held. No additional references will be provided by the Company either verbally or in writing to
other employers on my behalf without the express permission of the Vice President Human Resources
and Administration. The Company has agreed to provide me with a mutually agreed-to written letter
of recommendation in support of my search process which letter will be provided within ten (10)
business days of the execution of this Agreement. The Company agrees that any written or oral
inquiries regarding Xxxxxxx X. Xxxxxx will be provided by the current Vice President of Human
Resources and Adminsitration, Xxxxxxx X. Xxxxxxxxx and/or the current Chairman and Chief Executive
Officer Xxxxxx X. Xxxxxxxxxx.
8. This Agreement does not constitute an admission by the Company that it has violated any
contract, law, or regulation, or in any way infringed my rights or privileges. The Company and I
are making this Agreement in order to end my employment on a friendly basis, and to avoid the costs
of defending any legal action, which I might otherwise initiate. Because this Agreement is being
offered to me in order to settle or compromise any possible disputed employment or contract claims
that I may have against the Company, I agree that I may not use it as evidence for any purpose
except where it is alleged that the Agreement itself has been breached in some manner.
9. I understand and agree that this Agreement extends to all Claims which are known or
unknown to me, asserted or unasserted by me, suspected or unsuspected by me, past, present, and
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through the Termination Date.
10. With the limited exception outlined in paragraph 12, I release and discharge Glatfelter
not only from any Claims which I could make on my own behalf, but also those that may or could be
brought by any person or organization on my behalf, and I specifically waive any right to become
and promise not to become a member of any class in any proceeding or case in which any such Claim
against Glatfelter may arise, in whole or in part, from any event which occurred on or before the
Termination Date.
11. I have not filed any Claims against Glatfelter based on any event that took place on or
before the date I execute this Agreement, and I have not previously purported to have assigned or
transferred, to any person or entity, any Claim released by me under this Agreement.
12. I agree that within five (5) business days of the signing of this Agreement, I will
have delivered to the Company all Company documents, keys, access cards, cell phones, computers and
other materials which came into my possession during the course of my employment with Glatfelter.
I further agree that I will not make use of or disclose to anyone, without the prior written
consent of Glatfelter, any information or documents concerning or related to the Company, whether
confidential or not, that I acquired during the course of my employment with the Company. I further
agree that, outside of normal business transactions in which I am involved on behalf of the
Company, I will not discuss the Company’s business, customers, sales, prospects, trade secrets,
methods of operation, or other similar topics with anyone other than the officers or members of the
Board of Directors of Glatfelter, and I will not engage in any activities or make any statements
that may disparage or reflect negatively on the Company, its officers, directors, employees or
shareholders. This provision shall include, but not be limited to, Internet postings under an
alias, as well as anonymous media contacts. The term “disparage” includes, without limitation,
comments or statements to the press or the other media about Glatfelter or any individual or entity
with whom Glatfelter has a business relationship which I know or should know would adversely affect
in any manner (i) the conduct of the business or prospective business of Glatfelter or (ii) the
business or personal reputation of Glatfelter or any of its current officers, officers, directors,
employees, subsidiaries, affiliates, parent entities or related business entities. Glatfelter
Management (including, but not limited to
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its Officers and Directors) agrees that they will not disparage or encourage or induce others to
disparage me. The term “disparage” further includes, without limitation, comments or statements
to the press, media or any other persons that would affect in any manner the business or personal
reputation of Xxxxxxx X. Xxxxxx. Any such disparagement of me by Glatfelter and/or any of its
officers, directors, employees, subsidiaries, etc. shall be considered a material breach of this
Agreement and, notwithstanding anything contained herein to the contrary, I reserve the right to
pursue legal action regarding any such disparagement.
13. Other than the fact of my termination, I have kept, and will continue to keep, the terms
and conditions of this Agreement, and any related agreements, and all matters concerning them
confidential, except that I may reveal the terms and conditions of this Agreement and any related
agreements to my immediate family, my attorney and/or financial advisor, if any, so long as they
first agree not to disclose the information to anyone else. I further agree that I will not make
any statements or remarks that are disparaging to, or which have the potential of harming Company
and/or its present and former officers, directors, agents or employees, and that I will not engage
in any act or conduct that is, or could reasonably be construed to be, detrimental to Company’s
interests, business, or reputation.
14. I agree to cooperate with any reasonable request of Glatfelter to participate in the
preparation for, response to, prosecution of and/or defense of any pending, actual, or threatened
litigation, arbitration and/or administrative proceeding involving the Company. The Company will
reimburse me for all reasonable out-of-pocket expenses that I may incur as a result of such
cooperation. Reasonable expenses incurred by me (including, but not limited to, travel-related
expenses, meals and lodging and any then current hourly wages associated with time spent by me
preparing for and/or participating in any such legal or administrative proceeding) as a result of
such cooperation will be reimbursed in accordance with Glatfelter policy within 60 calendar days
following the date on which Glatfelter receives appropriate documentation with respect to such
expenses, but in no event later than 120 days from the date that I incur the related expense.
15. I agree that this Agreement may be revoked by Glatfelter if:
| a | I breach the confidentiality or non-disparagement terms of this Agreement, or any agreements regarding confidentiality that I may have previously |
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| entered into with Glatfelter, including but not limited to the Confidentiality Agreement incorporated herein and attached hereto as Appendix “A”; | |||
| b. | I misappropriate or fail to return Company property, misuse Company property (such as, but not limited to, Internet access), or engage in efforts that undermine the effectiveness of the Company’s operations. |
16. The foregoing terms represent the entire agreement between Glatfelter and me related to
the subject matter hereof and this Agreement supersedes any conflicting agreements between
Glatfelter and me, including any agreement executed at the commencement of my employment. No other
promises, consideration, agreement, plan, representation, oral statement, understanding, or course
of conduct not expressly set forth in this Agreement have been made between Glatfelter and me to
cause either of us to sign this Agreement.
17. The provisions of this Agreement are severable. If any provision of this Agreement is
determined to be invalid or unenforceable by a court of competent jurisdiction, the other
provisions of this Agreement shall continue in full force and effect and the voided provision(s)
shall be amended, if possible, to the extent necessary to render it valid and enforceable.
18. All matters relating to the interpretation, construction, and enforcement of this
Agreement shall be governed by and construed according to the laws of the Commonwealth of
Pennsylvania, without giving effect to its principles of conflicts of law, to the extent that the
laws of the United States of America do not preempt those laws. I further agree that jurisdiction
shall be proper in, and limited to, any appropriate state or federal court in the Commonwealth of
Pennsylvania.
19. If any suit is brought relating to this Agreement or any breach of it, either by me or by
Glatfelter, the prevailing party in such suit shall be entitled to reimbursement for reasonable
costs, expenses and attorneys’ fees incurred by it in such suit.
20. This Agreement may not be amended except by a written agreement that has been executed by
me and by an Officer of Glatfelter on behalf of Glatfelter.
21. In connection with my execution of this Agreement, I acknowledge the following:
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(a) I HAVE BEEN ADVISED BY THE COMPANY TO SEEK THE ADVICE OF LEGAL COUNSEL PRIOR TO EXECUTING
THIS DOCUMENT.
(b) I have carefully read this Agreement, fully understand its terms, understand its legal
and binding effect, have had full opportunity to review it with my legal counsel, and that I sign
this Agreement voluntarily;
(c) That I am waiving all rights and claims that I have or may have under the federal Age
Discrimination in Employment Act, as well as any rights or claims that I have or may have under
other federal, state, or local laws with regard to discrimination;
(d) That I have a period of 21 days in which to consider this Agreement before signing it;
(e) That for a period of 7 days following my signing of this Agreement, I may revoke this
Agreement, and that this Agreement shall not become effective and enforceable until this 7-day
revocation period has expired. Any revocation shall be submitted in writing to the signatory for
the Company. I also understand that this Agreement shall not become effective or enforceable until
the expiration of that seven (7) day period.
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IN WITNESS WHEREOF, the undersigned parties have executed this Agreement, as of the dates
indicated below.
| P.H. Glatfelter Company | ||||||||
| Xxxxxxx X. Xxxxxx | By: Xxxxxxx X. Xxxxxxxxx VP, Human Resources and Administration |
|||||||
Signed: |
/s/ Xxxxxxx X. Xxxxxx | Signed: | /s/ Xxxxxxx X. Xxxxxxxxx | |||||
Date:
|
10/21/2008 | Date: | 10/25/2008 | |||||
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GLATFELTER
Employee’s Agreement
Recognizing that Glatfelter, and any other entity which may now or
hereafter be its subsidiary, affiliate, successor, or assign (hereinafter
referred to collectively as “Glatfelter”), for many years have been, are now,
and in the future may be, engaged in developing, and/or acquiring new or
improved products, processes, innovations, formulae, procedures, materials,
techniques, or apparatus (hereinafter referred to collectively as “inventions”
whether or not they are patentable or reduced to practice), and recognizing
further that it is vital to the success of Glatfelter’s business (a) to protect
such inventions either by acquiring patents, trademarks or copyrights thereon or
maintaining them as trade secrets, (b) to protect the confidential nature of its
relationships with its customers and suppliers, and (c) to maintain as trade
secrets other data, information and know-how acquired by Glatfelter in
connection with the manufacture and marketing of its products.
I, Xxxxxxx X. Xxxxxx AGREE, in consideration of my employment by
Glatfelter, and/or the continuance thereof for such time and on such terms as
shall be mutually agreeable to Glatfelter and me (either party having a right to
terminate such employment at any time) as follows:
1. Duty to Turn Over Inventions to Glatfelter. I will make prompt and full
disclosure to Glatfelter, and hold as trade secrets belonging exclusively to
Glatfelter, all inventions heretofore or hereafter made or conceived by me
(whether solely or jointly with another or others) during the term of my
employment by Glatfelter whether made or conceived during or outside of my
working hours:
(a) which are in any way related to or useful in the business, work,
interests, investigations, or proposed operations of Glatfelter during the
term of my employment;
(b) which result from or are suggested by any work done for or on
behalf of Glatfelter; or
(c) which are in any of the following fields:
(1) pulp, paper, pulp making, paper making, or any products or
by-products thereof, or (2) any other articles or materials made or
sold by Glatfelter or become interested, or (3) any methods,
processes, formulae, procedures, techniques, compositions, apparatus
or tools now or later used or useful in connection with the
production, sale or use of said pulp, paper, products, by-products,
or other articles or materials.
It is understood that all inventions which I made or conceived prior to my
employment by Glatfelter are excluded from the scope of this Agreement. However,
to preclude any possible future uncertainty as to such prior inventions, I
record on the last page of this Agreement a list, including a brief description,
of those of my said prior inventions, if any, which are not yet the subject of a
pending patent application or an issued patent, and which are not the property
of a previous employer.
I represent that except as stated on the last page of this Agreement, I
have no agreements with or obligations to others in conflict with the foregoing.
2. Duty Not to Disclose Inventions and Information to Others. Except as
Glatfelter may otherwise consent in writing, I will not publish or disclose, and
will not make use of, except for the benefit of Glatfelter, at any time either
during or subsequent to the term of my employment by Glatfelter, any invention
or other trade secret or confidential information which I may learn from
Glatfelter, which I may learn from third parties because of my employment by
Glatfelter, or which I may obtain or produce myself during the term of my
employment by Glatfelter, unless and until such information shall become public
knowledge. The phrase “other trade secret or confidential information” in the
previous sentence shall be deemed to include, without limitation, Glatfelter’s
prices and costs; supplier invoices, lists and files; customer and prospective
customer lists and files; manufacturing, engineering, and marketing plans;
research and
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technical information and programs; and all other information regarded by
Glatfelter as confidential. My access to information without Glatfelter’s
permission, as a result of unauthorized public knowledge, will not change the
nature of otherwise trade secret or confidential information.
3. Duty to Make Records of Inventions. I will keep and maintain adequate
and current written records of all my inventions in the form of notes, sketches,
drawings, blueprints, models, reproductions, manuals or reports relating
thereto, which records shall be and remain the exclusive property of Glatfelter
and be made available to it at all times.
In the event that my employment by Glatfelter is terminated for any
reason, I shall turn over to Glatfelter immediately all such records, including
any drafts or negatives or preliminary sketches, drawings or models thereof I
have made, or any copies thereof I may have in my possession, as well as all
other records, files, materials, tolls, and/or equipment which may have been
issued or entrusted to me by Glatfelter during the course of such employment,
including duplicate copies.
4. Duty to Assist Glatfelter in Acquiring and Protecting Inventions, Etc.
I will take, at Glatfelter’s request and its expense, both during and after my
employment, whatever action Glatfelter deems necessary or desirable:
(a) to enable Glatfelter or its nominee to prepare, file and
prosecute applications for letters patent on such inventions in any or all
countries and applications for re-issue, renewals and extensions thereof;
(b) to enable Glatfelter or its nominee to prepare, file and
prosecute applications for trademarks, copyrights and other means of
protecting proprietary information;
(c) to vest exclusively in Glatfelter or its nominee all right,
title and interest in and to such inventions and/or patents issued
thereon, trademarks, copyrights and other means; and
(d) to protect the right, title and interest of Glatfelter or its
nominee in and to all such inventions and proprietary information.
Such action shall include among other things the execution, acknowledgment
and delivery of all appropriate papers.
5. Continuing Force of Duties. The termination of my employment by
Glatfelter shall not release me from the obligations imposed upon me under this
Agreement, nor shall any subsequent change or changes in the other duties,
salary, compensation, and/or terms of my employment in any way affect the
validity of this Agreement.
6. Reasonableness of the Agreement. The provisions of this Agreement are
essential both to this Agreement and to my retention as an employee by
Glatfelter. The nature of Glatfelter’s business and the information which I
might learn are such that the terms, scope and duration of the provisions of
this Agreement are necessary and reasonable.
7. Glatfelter’s Remedies. If I breach or threaten to breach this
Agreement, Glatfelter shall be entitled, in addition to any other remedy, to an
injunction or other equitable decree to enforce the terms and prevent further
violation of this Agreement. If Glatfelter is successful in any suit under this
Agreement, I will reimburse Glatfelter for all expenses of litigation, including
but not limited to legal fees.
8. Severability. If ever it is determined that a provision of this
Agreement is unenforceable, that determination will not affect the
enforceability of the other provisions of this Agreement and this Agreement will
be construed as if the unenforceable provision had never been a part of this
Agreement. If a provision is unenforceable because the duration, activity, or
subject of the provision is too broad, then the duration, activity, or subject
will be interpreted to be only so broad as to be enforceable.
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9. Complete Agreement; Waiver. This Agreement is complete and supersedes
any prior agreements on these matters which may have existed between me and
Glatfelter. This Agreement may not be changed, modified, released, discharged,
abandoned or otherwise terminated, in whole or in part, except by an instrument
in writing which is signed by an officer of Glatfelter.
10. Binding Effect. This Agreement shall be binding upon my heirs,
executors, administrators, or other legal representatives or assigns.
11. Governing Law. This Agreement shall be construed under the provisions
of Pennsylvania law, without giving effect to the principles of conflicts of
laws under Pennsylvania law.
IN WITNESS WHEREOF, and intending to be legally bound hereby, I have
hereunto set my hand and seal this 31st day of May, 2005.
| (Signature) | ||||||
Prior to signing this Agreement, the above-named employee and I (the
undersigned) reviewed together each of the provisions therein. Said employee
represented to me that he/she had read and understood the entire Agreement and
thereupon executed it in my presence and stated that he/she had done so of
his/her own free will and intending to be legally bound thereby.
| (Signature) | ||||||
| Title: |
